44  INDEX   TO   GENERAL   CORPORATION   LAW. 

SKCTION.  PAGE. 

Surviving  incorporators  may  designate  others  in  place  of  deceased 38  14 

Sections  relating  to  similar  provisions:    See  title  "Compare,"  in  index. 

Transfer  of  stock,  generally 27  11 

Not  fully  paid,  security  for 65  22 

Taxation,  stock  held  by  non-residents  exempt  from 57  21 

Retaliatory : : 106  34 

Terms  used  in  Act,  meaning  of  certain 104  34 

Trustee,  may  vote  stock  or  give  proxy 60  21 

Not  personally  liable  as  stockholder 32  13 

Vacancies,  Directors,  by  failure  to  elect  or  qualify 24  10 

Generally 25  11' 

Vested  rights  not  impaired  by  repeal  of  other  Acts 114  36 

Vote,  who  may,  stock  ledger  to  determine 59  21 

Voting,  cumulative,  unless  otherwise  prescribed  in  articles  ..-. 20  9 

Voting  list  of  stockholders 58  21 

Voting,  treasury  stock  not  to  be  voted 62  22 

Voting  power  of  stockholders 17  8 

May  give  proxies 20  9 

When  corporate  existence  begins 5  4 


ROLANu  u.  3RUNER. 


STATE  OF  NEVADA 


Foreign 

Corporation 

Laws 


Compiled  by 

W.  G.  DOUGLASS, 

Secretary  of  State 


Printed  at  the 

State 

Printing  Office,  Carson  City 

J.  G.  McCarthy,  State  Printer 

J907 

FEES  OF  SECRETARY  OF  STATE. 


Following  is  Section  102  of  the  General  Corporation  Law,  as  amended  in  1905: 

On  filing  any  certificate  or  articles  or  other  paper  relative  to  corporations,  in 
the  office  of  the  Secretary  of  State,  the  following  fees  and  taxes  shall  be  paid  to 
the  Secretary  of  State,  for  the  use  of  the  State: 

For  certificate  or  articles  of  incorporation,  ten  (10)  cents  for  each  thousand 
dollars  of  the  total  amount  of  capital  stock  authorized,  but  in  no  case  less  than 
ten  dollars. 

Increase  of  capital  stock,  ten  (10)  cents  for  each  thousand  dollars  of  the  total 
increase  authorized,  but  in  no  case  less  than  ten  dollars. 

Consolidation  and  merger  of  corporations,  ten  (10)  cents  for  each  thousand 
dollars  of  capital  authorized,  beyond  the  total  authorized  capital  of  the  corpora- 
tions merged  or  consolidated,  but  in  no  case  less  than  ten  dollars. 

Extension  or  renewal  of  corporate  existence  of  any  corporation,  one-half  that 
required  for  the  original  certificate  or  articles  of  organization  or  incorporation 
by  this  Act. 

Dissolution  of  corporation,  change  of  nature  of  business,  amended  articles  or 
certificates  of  incorporation  or  organization  (other  than  those  authorizing  increase 
of  capital  stock),  decrease  of  capital  stock,  increase  or  decrease  of  par  value  of 
number  of  shares,  ten  dollars. 

For  filing  list  of  officers  and  directors  or  trustees,  and  name  of  agent  upon 
whom  service  may  be  had,  one  dollar. 
.  For  certifying  to  articles  of  incorporation  where  copy  is  furnished,  two  dollars. 

For  certifying  to  the  authorized  printed  copy  of  the  General  Corporation 
Law,  as  compiled  by  the  Secretary  of  State,  two  dollars. 

And  for  all  certificates  not  hereby  provided  for,  five  dollars. 

Provided,  that  no  fees  shall  be  required  to  be  paid  by  any  religious  or  chari- 
table society  or  association  or  educational  association  having  no  capital  stock. 


ittOLAND  b.  pttUNER. 


FOREIGN  CORPORATION  LAWS 


A71  Act  to  require  foreign  corporations  to  furnish  evidence  of  their 
incorporation  and  corporate  name. 

Approved  March  4, 1869. 

Section  1.  Every  incorporated  company  or  association  created  and 
existing  under  the  laws  of  any  other  State,  or  of  any  foreign  govern- 
ment, shall  file  in  the  office  of  the  County  Recorder  of  each  county  in 
this  State,  wherein  such  corporation  is  engaged  in  carrying  on  business 
of  any  character,  a  properly  authenticated  copy  of  their  certificate  of 
incorporation,  or  of  the  Act  or  law  by  which  such  corporation  was  cre- 
ated, with  a  proper  certificate  of  the  officers  of  the  corporation  as  to 
the  genuineness  of  the  same;  and  to  each  of  such  certificates  shall  be 
appended  a  duly  certified  list  of  the  officers  of  such  corporation,  which 
said  list,  with  the  proper  supplemental  certificate,  shall  be  corrected  as 
often  as  a  change  in  such  officers  occurs;  and  a  copy  of  such  certificate, 
duly  certified  to  by  the  County  Recorder  wherein  such  certificate  is  filed, 
may  be  introduced  in  evidence  to  prove  the  fact  of  the  existence  of  such 
corporation,  without  further  proof.     As  amended,  Stats.  1877,  p.  57. 

Sec.  2.  Any  person  or  persons  who  shall  act  as  the  managing  agent 
or  superintendent  of  any  such  corporation,  in  conducting  or  carrying  on 
any  business  of  such  corporation,  in  any  of  the  counties  of  this  State, 
without  any  such  certificate  having  been  filed  as  required  by  section  one 
of  this  Act,  shall  be  deemed  guilty  of  a  misdemeanor,  and  on  conviction 
shall  be  fined  not  less  than  fifty  nor  more  than  five  hundred  dollars,  to 
which  may  be  added  imprisonment  in  the  county  jail  for  any  period 
not  exceeding  six  months;  provided,  that  in  all  actions  against  such 
corporations,  associations  or  companies,  which  have  neglected  to  file 
the  proper  certificate  or  Act  of  their  incorporation,  as  heretofore  pro- 
vided, it  shall  be  sufficient  to  establish  the  legal  existence  of  such 
corporation  by  the  proof  of  their  acting  as  such.  As  amended,  Stats. 
1877,  p.  57. 

An  Act  to  require  foreign  corporations  and  associations  to  name  and  keep 
agents  in  this  State  upon  tvhom  all  legal  process  may  de  served. 

Approved  February  25,  1889. 

Section  1.  Every  incorporated  company  or  association  created  and 
existing  under  the  laws  of  any  other  State  or  Territory,  or  foreign  gov- 
ernment, or  the  Government  of  the  United  States,  owning  property  or 
doing  business  in  this  State,  shall  appoint  and  keep  in  this  State  an 
agent  upon  whom  all  legal  process  may  be  served  for  such  corporation 
or  association.  Such  corporation  shall  file  a  certificate,  properly  authen- 
ticated by  the  proper  officers  of  such  company,  with  the  Secretary  of 
State,  specifying  the  full  name  and  residence  of  such  agent,  which  cer- 


4  FOREIGN  CORPORATION  LAWS  OF  NEVADA. 

tificate  shall  be  renewed  by  such  company  as  often  as  a  change  may  be 
made  in  such  appointment,  or  vacancy  shall  occur  in  such  agency. 

Sec.  2.  Any  and  all  legal  process  may  be  served  upon  such  company 
by  delivering  to  such  agent,  personally,  a  copy  of  such  process,  which 
shall  be  legal  and  valid. 

Sec.  3.  If  any  such  company  shall  fail  to  appoint  such  agent,  or 
fail  to  file  such  certificate  for  fifteen  days  after  a  vacancy  occurs  in  such 
agency,  on  the  production  of  a  certificate  of  the  Secretary  of  State,  show- 
ing either  fact,  which  certificate  shall  be  conclusive  evidence  of  the  fact 
so  certified  to  and  be  made  a  part  of  the  return  of  service,  it  shall  be 
lawful  to  serve  such  company  with  any  and  all  legal  process,  by  deliv- 
ering a  copy  to  the  Secretary  of  State,  or,  in  his  absence,  to  any  duly 
appointed  and  acting  Deputy  Secretary  of  State,  and  such  service  shall 
be  valid  to  all  intents  and  purposes ;  provided,  that  in  all  cases  of  serv- 
ice under  this  Act,  the  defendant  shall  have  forty  days  (exclusive  of  the 
day  of  service)  within  which  to  answer  or  plead,  except  in  cases  in  the 
Justice  Courts,  where  the  summons  shall  specify  the  day  and  hour  for 
the  appearance  of  the  defendant,  and  shall  be  made  returnable  not  less 
than  forty  nor  more  than  sixty  days  from  the  date  of  issuance  thereof, 
and  shall  be  served  at  least  forty  days  before  the  time  fixed  therein  for 
the  appearance  of  the  defendant.  This  Act  shall  be  construed  as  giv- 
ing an  additional  mode  and  manner  of  serving  process  and  as  not  affect- 
ing the  validity  of  any  service  of  process  hereafter  made,  which  would 
be  valid  under  any  statute  now  in  force.  As  amended,  Stats.  1905,  pp. 
140, 141. 


An  Act  requiring  foreign  corporations  doing  business  in  the  State  of 
Nevada  to  publish  annual  statements. 

Approved  March  28, 1901. 

Section  1.  All  foreign  corporations  doing  business  in  the  State  of 
Nevada  shall  during  the  month  of  May  of  this  year  and  each  succed- 
ing  year  in  the  month  of  January,  publish  a  statement  of  their  last 
year's  business  in  some  daily  newspaper  in  the  State  of  Nevada  for  a 
period  of  one  week. 

Sec.  2.  The  Secretary  of  the  company  publishing  the  statement  shall 
file  a  copy  with  the  Assessor  of  each  county  of  the  State  of  Nevada,  in 
which  said  company  is  doing  business.     As  amended,  Stats.  1907,  p.  39. 

Sec.  3.  Any  corporation  coming  within  the  provisions  of  this  Act 
who  shall  neglect  or  refuse  to  file  a  statement  as  required  by  section 
one  of  this  Act,  shall  be  liable  to  a  penalty  of  $100  for  each  month  that 
the  published  statement  remains  unfiled  with  the  several  Assessors  of 
the  State. 

Sec.  4.  Any  District  Attorney  in  the  State  is  competent  to  sue  to 
recover  the  penalty,  or  the  Attorney- General.  The  first  county  suing 
through  its  District  Attorney  shall  secure  the  penalty,  and  if  no  suit  is 
brought  for  the  penalty  by  any  District  Attorney  the  State  shall  have 
the  right  to  recover  through  its  Attorney -General. 

Sec.  5.  All  Acts  and  parts  of  Acts  in  conflict  with  this  Act  are  hereby 
repealed. 


FOREIGN   CORPORATION   LAWS   OP   NEVADA.  5 

An  Act  to  amend  section  one  of  an  Act  entitled  "An  Act  to  define  the 
rights  and  responsibilities  of  owners  of  telephoyie  lines  in  the  State 
of  Nevada, ^^  approved  March  1,  1897. 

Approved  March  8, 1905. 

Section  1.  Section  one  of  the  above -entitled  Act  is  hereby  amended 
so  as  to  read  as  follows: 

Section  1.  All  persons  or  corporations  owning  telephone  lines  now 
in  operation,  or  who  may  hereafter  construct  and  operate  such  lines  in 
the  State  of  Nevada,  shall  be  entitled  to  all  the  rights  and  privileges 
and  be  subject  to  all  the  restrictions  and  responsibilities  provided  for  in 
an  Act  entitled  "An  Act  for  the  regulation  of  the  telegraph,  and  to 
secure  secrecy  and  fidelity  in  the  transmission  of  telegraphic- messages," 
approved  February  16,  1864,  and  in  an  Act  entitled  "An  Act  to  pro- 
vide for  constructing  and  maintaining  telegraph  lines  in  the  State  of 
Nevada,"  approved  February  9,  1866,  and  all  Acts  and  parts  of  Acts 
amendatory  of,  or  supplementary  to  said  two  Acts  mentioned  herein, 
so  far  as  the  same  shall  be  applicable  to  telephone  companies. 


An  Act  for  the  regulation  of  foreign  building  and  loan  societies  doing 
business  in  the  State  of  Nevada. 

Approved  March  13,  1905. 

Section  1.  All  foreign  building  and  loan  societies  doing  business 
in  the  State  of  Nevada  shall  pay  into  the  office  of  the  State  Insurance 
Commissioner  an  annual  license  of  $100. 

Sec.  2.  They  shall  file  with  the  Insurance  Commissioner  before  the 
1st  day  of  March  of  each  year  an  annual  statement  of  all  business  done 
by  them  for  the  previous  year,  either  in  Nevada  or  elsewhere,  and  the 
same  shall  be  published  as  the  statements  of  other  corporations. 

Sec.  3.  Any  person  soliciting  business  for  a  foreign  building  and 
loan  society  in  this  State  which  has  not  paid  the  license  mentioned  in 
Section  1  of  this  Act  shall  be  deemed  guilty  of  a  misdemeanor,  and, 
on  conviction  thereof,  be  fined  $100  or  confined  for  fifty  days  in  the 
county  jail,  or  both  such  fine  and  imprisonment. 

Sec.  4.  The  Insurance  Commissioner  is  authorized  to  examine  into 
the  business  of  any  corporation  doing  business  in  Nevada  under  this 
Act,  but  shall  not  be  allowed  more  than  his  actual  expenses  while  so 
doing.  His  bills  for  such  expenses  shall  be  submitted  to  the  State 
Board  of  Examiners,  and  when  allowed  the  State  Controller  shall  draw 
his  warrant  for  the  same. 

Sec.  5.  All  moneys  received  by  the  Insurance  Commissioner  under 
this  Act  shall  be  paid  into  the  General  Fund. 

Sec.  6.  This  Act  shall  take  eifect  on  and  after  its  approval  by  the 
Governor. 

An  Act  to  amend  an  Act  entitled  "Aw  Act  providing  a  general 
corporation  law"  approved  March  16,  1903. 

Approved  March  14,  1905. 

Section  8.  Section  85  of  the  law  of  1903  relative  to  corporations  is 
amended  to  read  as  follows: 


6  FOREIGN  CORPORATION  I^WS  OF  NEVADA. 

Section  85.  Every  corporation  incorporated  or  authorized  to  trans- 
act business  in  this  State  shall,  within  thirty  days  after  every  and  any 
corporate  act  which  nqakes  any  change  in  the  board  of  directors  or 
trustees,  file  in  the  office  of  the  Secretary  of  State  a  statement  duly 
authenticated  by  the  signatures  of  the  president  and  secretary  and 
verified  by  each  of  them,  giving  the  names  of  all  the  directors  or  trus- 
tees and  officers,  with  the  date  of  election  or  appointment  of  each,  term 
of  office,  residence  and  postoffice  address  of  each,  character  of  his  busi- 
ness, location  (giving  also  street  and  number  if  practicable)  of  its  prin- 
cipal office  in  this  State,  and  the  name  of  the  resident  agent  in  this 
State  in  charge  of  said  office  upon  whom  process  can  be  served,  and 
every  corporation  failing  so  to  do  for  thirty  days  shall  forfeit  to  the 
State  $100. 


An  Act  reguiring  certain  non-resident  joint -stock  companies,  associations 
and  corporations  doing  a  building  and  loan  business  to  furnish  secur- 
ity before  doing  business  in  this  State,  and  prescribing  the  penalty 
for  a  failure  to  do  so. 

Approved  March  14,  1907. 

Section  1.  No  joint- stock  company,  association  or  corporation  here- 
tofore or  hereafter  organized  under  the  laws  of  any  other  State,  or  Ter- 
ritory, or  foreign  country,  for  the  purpose  of  engaging  in  the  building 
and  loan  business,  or  to  borrow,  loan  or  invest  money,  or  dealing  in 
investment  certificates,  or  other  similar  business,  except  a  banking  busi- 
ness, shall  be  allowed  to  continue  or  to  do  business,  or  sell  their  stock 
or  certificates  in  this  State  after  May  first,  A.  D.  1907,  without  first 
having  deposited  with  the  State  Treasurer  the  sum  of  $50,000  in 
money,  or  United  States,  or  municipal  bonds  of  this  State,  or  in  first 
mortgage  upon  real  estate  located  within  this  State,  as  a  guarantee 
fund  for  the  protection  and  indemnity  of  residents  of  the  State  of 
Nevada,  with  whom  such  companies,  associations,  or  corporations  shall 
do  business;  the  fund  so  deposited  to  be  paid  by  the  custodian  thereof 
to  the  residents  of  Nevada  only;  and  not  then  until  proof  of  claim  of 
final  judgment  has  been  filed  with  the  custodian  of  such  fund  against 
such  foreign  company,  association  or  corporation.  Any  of  the  securi- 
ties so  deposited  may  be  withdrawn  at  any  time  upon  others,  herein 
provided  for,  or  like  amount,  being  substituted  in  lieu  thereof. 

Sec.  2.  Any  person  or  persons  who  shall  be  found  in  this  State  as 
agent,  or  in  any  other  capacity  representing  such  non-resident  or  for- 
eign company,  association  or  corporation,  which  has  not  complied  with 
the  provisions  of  this  Act  shall  be  deemed  guilty  of  a  misdemeanor, 
and  on  conviction  thereof  shall  be  fined  not  exceeding  five  hundred 
dollars,  or  imprisonment  in  the  county  jail  not  exceeding  six  (6)  months, 
or  by  both  such  fine  and  imprisonment. 

Sec.  3.  Any  company,  association  or  corporation  subject  to  the  pro- 
visions of  this  Act,  which  has  not  fully  complied  with  the  terms  thereof 
shall  not  be  permitted  to  commence,  maintain  or  prosecute  any  action 
in  any  court  in  this  State. 

Sec.  4.  All  Acts  and  parts  of  Acts  in  conflict  herewith  are  hereby 
repealed. 


FOREIGN   CORPORATION   LAWS   OF   NEVADA.  7 

An  Act  to  require  foreign  corporations  to  qualify  before  carrying  on  busi- 
ness in  this  State,  regulating  and  prescribing  the  manner  thereof, 
other  matters  pertaining  thereto,  and  repealing  all  other  Acts  in 

conflict  herewith.         Approved  March  20,  1907. 

Section  1.  Every  corporation  organized  under  the  laws  of  another 
State,  Territory,  the  District  of  Columbia,  a  dependency  of  the  United 
States  or  foreign  country,  which  shall  hereafter  enter  this  State  for  the 
purpose  of  doing  business  therein,  must,  before  commencing  or  doing 
any  business  in  this  State,  file  in  the  office  of  the  Secretary  of  State  of 
the  State  of  Nevada  a  certified  copy  of  said  articles  of  incorporation,  or  of 
its  charter,  or  of  the  statute  or  statutes,  or  legislative,  or  executive,  or 
governmental  Acts,  or  other  instrument  or  authority  by  which  it  was 
created,  and  a  certified  copy  thereof,  duly  certified  by  the  Secretary  of 
State  of  this  State,  in  the  office  of  the  County  Clerk  of  the  county  where 
its  principal  place  of  business  in  this  State  is  located; 

Sec.  2.  On  filing  certified  articles,  papers,  or  other  instrument  of 
incorporation,  as  required  in  section  one  of  this  Act,  said  corporation 
shall  pay  the  same  fees  to  the  Secretary  of  State  as  are  paid  by  corpo- 
rations organized  under  the  laws  of  this  State. 

Sec.  3.  Every  such  corporation  which  shall  fail  or  neglect  to  comply 
with  the  provisions  of  this  Act  shall  be  subject  to  a  fine  of  not  less  than 
five  hundred  dollars,  to  be  recovered  in  a  court  of  competent  jurisdic- 
tion, and  shall  not  be  allowed  to  commence,  maintain,  or  defend  any 
action  or  proceeding  in  any  court  of  this  State  until  it  shall  have  fully 
complied  with  the  provisions  of  this  Act;  and  any  person  or  persons 
who  shall  act  as  agent  within  this  State  of  any  such  corporation,  which 
shall  fail  for  a  period  of  ten  days  after  the  taking  effect  of  this  Act  to 
comply  with  the  provisions  herein,  shall  also  be  personally  and  indi- 
vidually liable  to  a  fine  of  not  less  than  five  hundred  dollars;  and  it  is 
hereby  made  the  duty  of  the  Secretary  of  State,  as  he  may  be  advised 
that  corporations  are  doing  business  in  contravention  of  this  Act,  to 
report  them  to  the  Governor,  who  shall  instruct  the  District  Attorney 
of  the  county  wherein  such  corporation  has  its  principal  place  of  busi- 
ness, or  the  Attorney -General  of  the  State,  or  both,  as  soon  as  practi- 
cable, to  institute  proceedings  to  recover  the  fine  or  fines  provided  for 
in  this  section. 

Sec.  4.  All  Acts  and  parts  of  Acts  in  conflict  herewith  are  hereby 
repealed.  

An  Act  to  give  foreign  corporations  the  benefits  of  the  statute  of 
limitations  of  this  State  on  certain  conditions. 

Approved  March  29,  1907, 

Section  1.  Every  foreign  corporation  doing  business  in  the  State  of 
Nevada,  which  complies  with  all  the  provisions  of  the  laws  of  this  State, 
with  reference  to  or  concerning  such  corporations,  is  and  shall  be  there- 
after entitled  to  the  benefit  of  the  laws  of  this  State,  limiting  the  time 
for  the  commencement  of  civil  actions,  but  no  such  corporation  is  or 
shall  be  entitled  to  the  benefit  thereof,  nor  can  any  such  corporation 
maintain  or  defend  any  action  or  proceeding  in  any  court  of  this  State, 
until  such  corporation  has  complied  with  all  the  said  laws  of  this  State. 

Sec.  2.    This  Act  shall  take  effect  immediately. 


INDEX  TO  FOEEIGN  CORPOEATION  LAWS. 


I'AGK 

Fees  for  filing 2 

Foreign  corporations  to  appoint  an  agent  in  this  State 3 

Foreign  corporations  to  furnish  evidence  of  incorporation  and  name 3 

Foreign  corporations  doing  business  in  this  State  to  publish  annual  statements 4 

Report  of  election  of  officers  of  corporation  to  Secretary  of  State 5 

Defining  rights  and  responsibilities  of  telephone  lines  and  owners  thereof 5 

Foreign  building  and  loan  societies ,. 5 

Non-resident  joint-stock  companies,  associations  or  corporations  doing  a  building  and 

loan  business  to  deposit  $50,000  or  equivalent  in  bonds  with  State  Treasurer  before 

doing  business : 6 

Deposit  to  be  made  before  May  10,  1907 6 

Any  person  acting  as  agent  of  corporation  not  complying  with  law  shall  be  deemed 

guilty  of  misdemeanor 6 

Company  failing  to  comply  with  law  shall  not  maintain  or  prosecute  any  action  in  any 

court  in  this  State (J 

Foreign  corporations  to  file  certified  copy  of  charter  with  Secretary  of  State 7 

Certified  copy  of  charter  to  be  filed  with  the  County  Clerk  of  county  where  principal 

place  of  business  is  located 7 

Fees  same  as  domestic  corporations 7 

Failure  to  comply  with  provisions  subject  to  a  fine  of  $500 7 

Any  person  acting  as  agent  without  a  compliance  with  the  law  subject  to  a  fine  of  $500...  7 

Failure  to  comply  with  enactment,  cannot  maintain  or  defend  an  action  at  law 7 

Benefits  of  the  statute  of  limitations 7 


GENERAL 


CORPORATION   LAWS 


STATE    OF   DELAWARE 


